


Ghosts Of Our Past

by justmattycakes



Series: Satisfaction Brought The Cat Back [4]
Category: Spider-Man (Video Game 2018), Spider-Man - All Media Types
Genre: Canon Compliant, Detective Noir, F/M, Hallucinations, Mystery, PeterFeliciaWeek, Post-Canon, Spider-Cop, drugged
Language: English
Status: Completed
Published: 2020-08-08
Updated: 2020-12-01
Packaged: 2021-03-06 03:41:00
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 5
Words: 13,329
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/25776790
Author URL: https://archiveofourown.org/users/justmattycakes/pseuds/justmattycakes
Summary: Peter/Felicia Week - Day 5: Noir - Ex-cop Yuri Watanabe approaches Felicia with a special job that turns out to be more than either of them bargained for. Gangsters, crooked cops, and a mystery to solve - sounds like a job for Spider-Cop!Want a little something to help get you in the mood? Check out thisNoir PlaylistI found on Spotify!
Relationships: Felicia Hardy/Peter Parker
Series: Satisfaction Brought The Cat Back [4]
Series URL: https://archiveofourown.org/series/1862881
Comments: 40
Kudos: 49
Collections: PeterFelicia Week 2020





	1. Marked Woman

**Author's Note:**

> I've got plans for a Mary Jane & Felicia team-up fic that precedes this one - you'll see it referenced below as Felicia's OsCorp job. Will add it to the series when complete!

Felicia

Felicia stood at the elevator bank in her new office building, a swanky corporate tower in Midtown, and waited for the elevator to arrive. The rent was obnoxiously high, but she could afford it, and for the rates she was charging, image was _everything_.

The OsCorp gig with Mary Jane had been just the push she needed to get back into the field, and now that she’d set up her security consultant business, Felicia was ready to take on clients. There were advantages to having a legitimate operation, especially now that Walter was in the picture.

It was also a way to appease Peter while still doing what she loved as the Black Cat, and on her terms. That still counted as a compromise, didn’t it?

Once the elevator doors peeled smoothly away, Felicia stepped out onto her floor and swiped her keycard. The overhead lights in her office were already on, and the smell of fresh coffee wafted from the kitchenette — someone was here. So much for the building’s state-of-the-art mag lock doors.

“Your fees are astronomical,” said a voice from behind her desk. A woman in a black leather jacket stood, holding a sheet of paper. “Especially for someone with no history in the security consulting business.”

“If you’re here to see me, then you must already know who I am and what I can do,” Felicia said, sliding into the seat behind her desk. “Why don’t we get started with your name?”

“Yuri Watanabe, former captain with the NYPD.”

“So, Yuri, are you here for business? Or pleasure?”

“For vengeance.”

Felicia watched the woman, her eyes dark and unwavering, and smiled. “Pleasure, then. What’s the job?”

Yuri leaned forward, staring at her hands as she flexed her fingers. “I need to break into the evidence locker at my old precinct, something I know you have experience with.”

Last time, Felicia had used her decoys to override the security system in the locker, slipping in and out to take her suit back before anyone noticed. She’d sacrificed fifty million dollars of stolen art to set the job up, but that had always been the plan, and besides, her suit was one of a kind.

“To test the security? Or is there something you want in there?”

Her client sighed. “I need the gear that’s in there. I’ve still got a few guys on the force that I trust, but everything's changed. My leads point to a lot of dirty cops — guys that joined after the mob war when the police were taking anyone willing to carry a badge and a gun.”

Felicia leaned back and watched Yuri, "You know, I don't do that type of work. I deal with… special acquisitions."

Yuri laughed at that. "I'm sure you do. But don't worry, I’ve been working the case and I can take them down on my own, I just need the Sable tech locked up in evidence.”

“A noble crusade for vengeance,” Felicia said, leaning across the table. “Now I remember who you are — Spider’s little friend in blue.”

Yuri shook her head, “Not anymore. We didn’t part on the best of terms. I don’t think he likes my brand of justice.”

“Spider sees things in black and white. I operate in the gray.”

The other woman nodded, adjusting her jacket. "When the system is broken, seek justice from outside of the system. That's what the war with Hammerhead taught me. Why handicap myself when the enemy won't follow the rules?"

Yuri pulled out a folder, flipping through it briefly before sliding it across the desk to Felicia. "Everything I've got on the precinct is in there — blueprints, timesheets, you name it."

“Sounds like it’s all wrapped up. So, what’s the catch?”

Yuri sighed, “There are two, actually. I doubt you’ll like either. First, I don’t have much that I can pay you, beyond what you can find for yourself in the evidence locker.”

Felicia had expected as much. She hadn’t browsed during her last visit, but she was sure she could find something worthwhile. She would know it when she saw it. Either that, or play _Supermarket Sweep_ with whatever looked shiny and expensive.

“The second catch,” continued Yuri, “is that we have to move fast. As in tonight.”

“Tonight?” Felicia asked. “You’re joking. I need time to case the precinct and plan the job. Find our way in. A police station is not the sort of place I want to walk into unprepared.”

“My guy can give us a blackout window for the whole precinct, but only for about five minutes, maybe ten at the max. They’re patching the surveillance system tonight, and if I miss this opportunity, I don’t know when I’ll find another one. I just need you to lead the job.”

Felicia did some quick math, thinking of the ground they would need to cover to get in and out. If she had inside knowledge and a few hours to prepare, she could do it, but it would be tight.

“And you trust this guy?”

“He’s the one who’s been feeding me the info for my investigation," Yuri explained. "I trust him with my life.”

A former cop — and Spider-Man’s contact on the force — wanted to rob the evidence locker to play vigilante. It was _perfect._ The reward wouldn’t be much, and there was risk involved, but Felicia knew how to take care of herself. And the thrill of the chase was already coursing through her veins, and it wouldn't be denied.

“Alright, let’s start your life of crime. This calls for champagne!”

“It’s not even ten in the morning!" said Yuri. "And there’s nothing to celebrate, this definitely isn’t my first crime.”

“Mmhmm," Felicia hummed, "I’m liking you more and more.”

* * *

Peter

_"... Reporting super activity at the precinct — Raft escapees — Vulture, Mysterio, Scorpion — more headed toward the evidence locker… all our systems are down..."_

Peter flipped in the air, firing webs at the two nearest buildings and slinging himself in the opposite direction at breakneck speed. Vulture, Mysterio, and Scorpion; if that crew got their hands on the weapons in the evidence locker, they'd tear the city to shreds by morning.

Peter put his head down and focused on the mechanical motion of his swing — thwip and pull, thwip and pull — and not the realization that this was his first battle with any super in more than a year.

And his first with so much to lose.

When he reached the precinct, Peter saw the entry point on the roof, a narrow hatch propped open that must lead to the ventilation ducts. It seemed odd… the building was pitch black and quiet, but his Spidey-sense was tingling as if he were surrounded.

Something must be waiting for him below.

Peter hurried to the bottom, moving quickly until he found the open ceiling panel that led to the evidence locker. There was movement below, and the sounds of someone moving heavy equipment around. They were already here.

Peter dropped silently to the floor, landing in a crouch. "Sorry to drop in like this, but… wait… Yuri? And Fe — uh, the Black Cat?"

_What were they doing here? Felicia said she'd be out late tonight, but..._

"Spider-Man? What are you doing here?" Yuri asked, lowering her gun.

"I heard the chatter over the police comms. They said there was a breakout of supers from the Raft headed to steal equipment."

"Shit," Yuri said, "it's a setup, we need to get the…"

The lights flickered on and an alarm blared, piercing to Peter's enhanced senses. He jumped toward the opening in the roof, but teargas had started to filter down from the vent above, and he fell back to the ground, coughing.

There were shouts and the sounds of heavy boots as armed attackers flooded the entrance, opening fire toward the evidence locker.

"We're pinned down. Any bright ideas?" asked Felicia, grabbing a Sable rifle and dodging behind a pillar for cover.

"There's too many," shouted Yuri, firing from behind a steel weapons case. "We can't go through them."

Peter jumped to the entrance, dodging as he sensed bullets spray in his direction. "These guys aren't playing games — you'd think they'd try to smoke us out and arrest us."

"This is a kill squad," said Yuri, "they aren't here to make arrests."

Peter grabbed one of the tall shelves near the door and pulled, yanking it down across the entrance. He fired his webs to barricade them inside, covering the entrance as best he could. It wouldn't stop a bullet, but it kept them hidden and would slow any advance.

Bullets ricocheted off the shelf and gear, and Peter saw a series of large canisters shatter as they fell into the line of fire. Noxious fumes curled and billowed, pouring into the room.

"Find a mask!" shouted Felicia, tearing through gear bags with her claws.

Peter saw a large domed helmet on the ground next to the shattered canisters, the glass fishbowl immediately recognizable. "It's Mysterio's, try not to breathe, who knows what was in there!"

"In what world would it have been a good idea to breathe it?" shouted Yuri, dumping gear boxes onto the floor.

"Ha!" Felicia held up a claymore mine and sprinted to the far side of the room, positioning it against the wall.

"Is anyone else feeling woozy?" asked Yuri, her voice sounding distant and muffled.

"Everything feels so… strange."

Peter stared at his hands but he couldn't see the color of his suit. Was he wearing leather gloves? His head pulsed and throbbed with pressure, and he could feel the muscles in his jaw tensing, like the gas was somehow stretching to reach every corner of his head.

"Get to the opposite wall!" Felicia yelled, barreling into Peter as they dove for cover. She lifted the detonator, and for a moment, Peter swore it looked like an old dynamite plunger. And then Felicia set it off.

The backdraft from the explosion rippled through the evidence locker, and Peter felt warm from the heat, glad that he was between the blast and Felicia. Once the dust had cleared, he grabbed her hand and ran for the hole in the wall, hot on Yuri's heels.

Gunfire erupted from the roof, and Peter spun to take a stray bullet that had been destined for Yuri.

"Shit, let's get her out of here!" he shouted, stumbling from the impact. He regained his footing and slung his arm through Yuri's, fighting through the pain. Felicia took the other side and they leapt.

Webs and grappling hooks fired into the night, swinging them away from the precinct at full speed. Peter sighed with relief once the sound of sirens and gunfire had faded into the background noise of the city, and they landed on a rooftop to regroup.

"Were they using Tommy Guns? On the roof?" Yuri asked, stumbling to a seat. "And what's with all the city lights? Everything looks wrong."

Peter turned, and Felicia was now dressed in a white suit with tufts of fur billowing around the neckline. Her mask was white as well, with two holes shaped like a cat's eyes.

Yuri, on the other hand, was wearing a crisp, tight-fitting suit in charcoal gray with strange metal gauntlets. On her back was a strange leather and metal contraption, like some sort of steampunk rocket.

_What was going on? Where were they?_

"I always did like you best in black," Felicia hummed, sliding her hand along his chest as she admired the sleek black Spider suit he was wearing.

He stared at it, turning this way and that. "It's all leather, how am I supposed to move in this thing? I feel like I'm wearing bondage gear."

"And you look good in it, too. Maybe we can find a quiet rooftop…"

"Do you see all these old cars?" asked Yuri, ignoring them. She stared off the side of the building, gesturing for them to come and see. "It's like we stepped into a time machine and landed in the '40s."

"It's from Mysterio's gas, or at least I think it is," Peter said. "I took him down a few years back and now he's locked up in the Raft, but his gear was in the evidence locker. It must be something in the canisters that burst."

Felicia slid her mask off, turning it in her hands as she stared at it. "Eyes without a face — very minimalist and sexy, I like it. Did you get what you were looking for, Yuri?"

"Probably, I grabbed the Sable gear I was going for, but now I've got whatever the hell these things are." She lifted her hands, showing off the gauntlets. "They're supposed to be weaponized gauntlets and a jetpack, now look at this. How the hell do I fire with them?"

Peter watched the cars below, old Buicks and Studebakers passing under the incandescent glow of the building marquees. "We're still here, though, right? This is still New York. I guess we just have to wait for the effects to wear off."

"So, what now?" asked Felicia. "Your contact is definitely compromised."

"I've got a place we can regroup," offered Yuri. "And I can bring Spider-Man up to speed. I hope you don't mind some detective work."

"Yuri, I thought you'd never ask." In his grittiest voice, Peter continued, "In times like these, only one hero can save the city. This is a job for…"

"If you say Spider-Cop I'm going to shoot you, I swear," said Yuri. "Just shut up and follow me."

Felicia grinned at Peter, something feral in her eyes. “Come along, Spider, you heard the boss.”

Peter shook his head. At least someone was having fun.


	2. Crime and Punishment

Felicia

Yuri unlocked the door, pulling it wide for them as she slipped downstairs and turned on the lights. An uncovered bulb flickered to life, and the hum of electricity joined the chorus of sound that came from the laundromat next door.

"Is this your place?" Felicia asked, spying the takeout containers sitting in a pile by the garbage can.

"The building's owner is a relative," she explained, leading them into the main room. "This used to be storage, but I cleared it out to use as my office, and in case I ever needed to lie low for a while."

Felicia plopped onto Yuri’s sofa, a hideous vintage mohair, and stared at the massive evidence board of interwoven string and pushpins over a map of New York’s seediest underbelly players. There was a blank spot directly in the center.

“Looks like someone's been busy,” she said, gesturing to the wall. “This is all for your case? How long have you been working on this?”

“Almost a year, but that’s still not long enough.” Yuri paced in front of the empty fireplace, her new Sable gear piled by the door. “I sensed there was something going on while I was on the force, but I was so focused on taking down the Maggia that I didn’t really care what was happening in the background. It wasn’t my problem. Now I realize that’s exactly what allowed this whole web to fester. That’s the price of saying nothing.”

“You couldn’t have known,” said Peter.

He still wore his mask, although Felicia had removed her own. Even Yuri must not know his real identity, and they had worked together for years. It had been less than two weeks before Peter had revealed it to Felicia, and that was _after_ she’d told him she didn’t want to know.

_Interesting._

Perhaps Spider was a little better with his secrets than she’d thought, and more trusting of her than she’d given him credit for.

“Of course I couldn’t have known,” said Yuri, running her hand through her hair. “And that’s exactly why I should’ve followed my instinct earlier. Instead, I ignored it. I was part of the problem — that’s why I need to be the one to solve it.”

No wonder Spider had teamed up with Yuri, Felicia thought. They were alike in that way — equal parts guilt and hero complex. All she needed was a deep-seated parental issue, and they’d be a matched set.

“Does this have something to do with your dad?” asked Peter, his arms folded across his chest.

_Bingo._

Yuri frowned. “Do me a favor and skip the armchair psychology. This happened on my watch and people are getting hurt, got it?”

“Yeah, I get it,” said Peter, his voice somber. “What have you uncovered so far?”

“A little over a year ago, an old colleague of mine reached out about something he’d found — evidence of off-the-book transactions and money being funnelled through some subdepartment I’d never heard of, Enhanced Threat Response. Turns out that these guys are basically a black-ops unit with no oversight, other than the Commissioner himself.”

Yuri pointed to the blank spot in the middle of the board. “That’s who belongs here, the Commissioner. I don’t have the hard evidence yet, but when I do, I’m going to pin him to the fucking wall.”

"And no one did anything to stop it?" Peter asked, but Felicia already knew the answer.

She could see the arc of the story from a mile away — men in power who want more and think violence is the surest way to get it. They came in different flavors, sure. There were the institutionalists like Osborn and the Commissioner, or the mobsters like Fisk or Hammerhead, but the story was always the same.

That's what Peter still didn’t understand. He believed that the city, or any place really, had a resting state of order and fairness. But Felicia knew that for every domino that fell, there was another ready to stand in its place.

The base state of the system was hunger — whether for power, money, sex, or fame. Those with the most paraded themselves in front of the starving, and the greed grew and grew until it inevitably collapsed under itself. And then the cycle would begin again.

Men like them, bloated in their gluttony, deserved to have their purses lightened from time to time.

“After the Maggia fell, thanks in part to both of you, a lot of the big names got prison sentences, and it left a power vacuum in the city,” Yuri continued. “A bunch of guys left the force after the mob war and all the super activity, and the Commissioner seized on the opportunity to refill the ranks as he thought fit. He convinced the Mayor that we needed to control the streets, and the way to do that is more boots on the ground.”

"So he hired himself a private army with taxpayer dollars. This is all starting to sound familiar." Peter groaned, "And yet, I didn't see any of this coming."

Felicia shook her head, but she felt a smile creep to the edge of her mouth. _Hopeless._

“The Commissioner pushed for bigger budgets and less oversight, and a freeze on all hiring requirements and background checks. All of a sudden, guys whose rap sheets I’d seen started carrying badges and assault rifles. That’s when I saw the big picture.”

Yuri turned back to the board. “Throughout this massive hiring surge, the crime statistics never improved. Sometimes they actually got much worse.”

“Hey! I've been noticing that, too,” said Peter, now standing to inspect the diagram. “I thought it was my fault, because I haven’t been doing enough. That I was only treating symptoms.”

Felicia watched him as he traced the connections, trying to work everything out. Of course he felt guilty. He would always be like this, wanting to throw himself into whatever cause he found and follow it to the end.

Sometimes, it helped to know that someone so _good_ could make it in this world, and remain unbroken by it.

It gave her hope.

“I checked the areas where things were getting worse — drugs and violent crime, weapons smuggling — hell, I could’ve bought my set of Sable gear if I had the cash. My guy on the inside got me copies of the evidence inventories and sign-outs, requisition orders, everything,” Yuri pointed to the boxes of folders next to a typewriter and an old banker’s lamp. “Take a look.”

Peter crossed to the desk and began flipping through the pages, “Is that where you got your list of those involved?”

“Mostly, but I’ve done my own digging on the side to connect the dots. Caught up with a few people willing to talk once I applied the right pressure. These guys,” Yuri said, pointing to the ring of photos along the outer edge. “They’re all part of the new Enhanced Threat Response Unit. No oversight, no real paper trail, and no chain of command outside the Commissioner. As far as the official records are concerned, they may as well be ghosts.”

“What type of racket are we talking about here? These requisitions cover all sorts of stuff — weapons, drugs, cars, you name it,” Peter said.

“That’s the thing,” said Yuri, “they’re involved in _all of it_. The things that leave Evidence never comes back, or when it does, it comes back off the street. According to the reports, it’s being moved to an off-the-books storage facility for processing or destruction, all run by this ETR division. But if the guns are being destroyed, why are they showing up in the hands of criminals again? Half the time they don’t even bother to scrub the serial numbers before turning around and selling it on the street.”

"So they're busting the little guy and then turning around and selling to the suppliers?" Peter held his head in his hands. "I've probably webbed some of them up, got them arrested for petty crimes."

“Look at this,” Yuri said, pulling an article from her board and handing it to Felicia. It looked like it had been clipped from an old copy of the Times. "They mostly target immigrant communities, people who don't have much of a voice against the abuse."

“Prison labor contracts are up thirty-five percent over the last two years?”

“Thirty-five percent _annually_ ,” Yuri corrected. “And guess who will make a generous donation at the Police Foundation Gala tomorrow night?”

"Who?" Peter asked, returning to sit on the couch.

"Maximum Correctional Facilities Inc., the prison operator for the Raft and Edgecombe, and they've got their sights set on Rikers now, too."

"You think the Commissioner is quid pro quo with the prison execs?" Felicia asked.

"I'm certain. And with both of you here, I think I might know how to bring the whole case together."

* * *

Peter

“Do you know what happened to your source?” Peter asked.

“No, but he seemed a little off when I spoke to him this morning.” Yuri frowned. "He was adamant that it had to be tonight, that we needed to move fast.”

"A setup?" Felicia offered, and Yuri nodded.

"I think so. I didn't think he'd turn for money, but maybe they had leverage on him. I know he has family, a wife and daughter.”

Peter clenched his jaw. _Leverage._ He knew Felicia could take care of herself, she’d saved them all down at the precinct, but Wally couldn’t. Was he putting his son at risk by getting involved in this?

He’d never worried about going up against powerful enemies before. Mob bosses, super-powered villains, and private armies, he’d faced them all without a second thought. But those weren’t risks he wanted to transfer to Felicia and Wally. Could he really keep his lives separate, or was it inevitable that they’d be caught in Spider-Man’s dangerous web?

“They know I’m coming now, so I don't have much time. I need your help,” said Yuri. “It’s too much ground for me to cover alone.”

“Let me think about…” Peter began.

“We’re in,” Felicia interrupted, fixing him with a sidelong glance.

“Really? This seems more like superhero work than _security consulting_.”

Felicia pulled him aside. “We escaped the scene, they’ll be coming for us. We need to finish this before drawing attention _elsewhere_ ,” she hissed, folding her arms.

"Do you think they have anything on us? Or tried to tail us?"

"I don't know," she admitted, "but I'm not about to risk them finding out about Wally. We'll see what she has to say."

Peter nodded. She was right, though it surprised him to hear her say it. Maybe he was too quick to judge.

"Yuri?" Felicia called, "Can I use a landline?"

"There's one in the hall by the bathroom. You don't have a cell?"

"Check yours," she answered, slipping out of the room.

"Ah shit," said Yuri, pulling a notepad and pen out of her pocket. "The hell am I supposed to do with this? Do I write something down to text? Christ."

She slid the pad back into her pocket and stared at him. "So, you and Black Cat working together now?"

"I could ask you the same question," Peter replied, glad that his mask hid the heat that crept into his cheeks. "But yeah, I guess you could say that."

"And you know each other's identity? I heard you almost call her by her name earlier."

"Yeah, that's uh… that's been a while, actually."

Yuri smirked. "Guess those tips never made it my way. Not that I'm complaining, just not your style, Spider-Man."

"I don't turn in everyone I catch, you know? There were extenuating circumstances."

"Uh-huh," Yuri intoned, crossing her arms as she stared at Peter, bemused.

Peter said nothing, knowing he couldn't reveal any secrets if he kept his mouth shut.

Thankfully, Felicia returned and Peter let out a sigh of relief. "Everything alright?" he whispered, watching her closely.

"Yeah, I told mom we'd be gone a few days while she watched the kid. She gave me a lecture, but she'll get over it."

"Wait — you two have a kid?" Yuri interrupted, looking between them. "When the hell did that happen?"

Felicia smiled and winked, but said nothing.

“I'm impressed, Spider. I always assumed you had no life beyond the costume.”

 _You weren't wrong,_ Peter thought to himself.

Yuri snapped her fingers. “Wait — that means triple-J was right about you two!”

“No! I mean, he didn’t have any proof, and it wasn’t the entire time…” Peter mumbled. “You know what, it doesn’t matter, he’s retired now. Can we not talk about Jameson?”

Felicia shook her head, though her lips betrayed a smile. “So, what’s the plan?”

Still chuckling, Yuri rolled a map of the city out onto the floor, setting an old milk bottle on each corner to keep it flat.

“You drink a lot of milk, Yuri?” Peter asked, glancing at the label.

“Kombucha, but I guess they didn’t have that here in the ‘50s. Now pay attention. We’ve got three locations we need to hit simultaneously: the Police Foundation Gala, ETR's long-term storage facility, and a warehouse complex in Bushwick.”

“I’ll take the Gala,” Felicia said without hesitation.

“But you don’t even know what the mission is yet!” Peter protested.

“No, she’s the obvious choice,” Yuri answered, and Felicia raised her eyebrows at Peter as if in challenge.

Yuri handed a device to Felicia, smaller than a dime. “You need to slip this into the Commissioner’s pocket. Once it comes into contact with his phone, it will hijack the phone’s NFC and direct it to perform a full backup on my server. That should get me what I need from his communications.”

“He keeps the data on his personal phone?” Peter asked, surprised.

Felicia nodded, “That’s how those types are. They think they’re untouchable, so they don’t even bother with basic precautions. That’s why they make such good marks, they’re asking for it.” She flashed Peter a devious smile, and it made him tingle all the way down his spine.

"I'll be heading to the ETR storage facility on a recon mission. It's near the Brooklyn Navy Yard, and I should be able to get evidence that they're moving the contraband after marking it destroyed or decommissioned."

"What's that leave for me?" Peter asked, trying to remember Yuri's three tasks.

"There's an ETR dispatch that leaves for the same warehouse complex in Bushwick twice a month, and they're making another run tonight. I need you to get evidence of ETR's involvement with the suppliers."

Peter sighed. Of course he'd be the one who had to go all the way out to Bushwick.

“What are you upset about?” Yuri asked, her eyebrows narrowed.

“There’s like, no tall buildings in Bushwick. How am I supposed to swing anywhere?”

“Can’t you do your crawly thing and stick to ceilings? I just need evidence that it’s the cops involved in these deals.”

“Fine, but I’m not happy about it,” Peter said, crossing his arms.

“I didn’t know a grizzled veteran like Spider-Cop was afraid of a little warehouse surveillance,” joked Yuri, handing him an old headset.

Peter stood up straight, sweeping his arm in front of him as he affected an accent, “An old hand like Spider-Cop? Those boys won’t know who looked at ‘em. Might even drop for a bit of a scuffle if it gets too boring. Give 'em a turtle slapping.”

“Please don’t. We need you in one piece when we go for the Commissioner,” Yuri explained. “I’ll keep in contact over these headsets. They’re really earpieces so they’ll be well-hidden, but…” Yuri shrugged, holding the headset aloft. “Your call signs will be Spider and Cat, obviously.”

“And you?” asked Felicia.

“I'm Wraith.”


	3. King of the Underworld

Felicia

Felicia strode into the ballroom of the Hilton in Midtown, scanning the crowd as they mingled below antique chandeliers, eating hors d'oeuvres and sipping cocktails. Swing music blared from the speakers as the guests swayed across the floor, and everywhere banners hung with phrases like _'The Boys In Blue Are Counting On You_ ' or _'Help Us Protect And Serve'_.

She scrunched up her nose. The recruitment propaganda took on an especially unsavory note when doused in the 1950s aesthetic from Mysterio’s gas, like she was living in their alternate dimension. Or maybe an early episode of _Dragnet._

There was a large stage set up at the front of the room for speeches, but Felicia had no intention of staying long enough to hear any. Once she found the Commissioner and planted the device, she'd be on the roof and back in her suit, ready for their final move. Hopefully, the effects of the gas would last long enough for her and Peter to have some alone time afterward, the memory of him in that all black suit sending shivers down her spine.

Felicia slipped her hand into her clutch and felt for the small disk that Yuri had given her, the metal cold against her fingers. Typically, her jobs involved taking things from secure locations instead of leaving them behind, but she was nothing if not adaptable.

There was a bar at the opposite end of the ballroom, and Felicia made for it, her gaze casually flitting across the party as she tried to find her mark. It didn't take long. The Commissioner's height made him easy to spot amongst the sea of dark suits and receding hairlines, deep in conversation with a group of lobbyists — probably the ones from Maximum Correctional Facilities.

For a moment, he looked up and caught her eye, but Felicia knew how to ignore eye contact from eager men, so she continued to weave through the crowd until she reached the bar, ordering a cocktail as she noted all the room's exits. Now all she had to do was wait for the right opportunity — she would know it when she saw it.

As she waited for her drink, Felicia felt someone approach her and place a hand on the small of her back, and she had to still the urge to turn and break their nose.

“Hey beautiful, I don’t think I’ve seen you at one of these before. I would love to get to know you.”

She spun, a comeback ready on her lips, but ate her words when she realized who it was — the Commissioner. _Bingo_.

“This is my first time,” Felicia said, watching him with heavy-lidded eyes, “perhaps you can show a girl around?”

The Commissioner licked his lips, not bothering to hide the ways his eyes dropped from hers and followed the lines of her body. She took special satisfaction in knowing that she would be the one to bring about his downfall. Perhaps that was part of the appeal of the whole costumed game — taking down Hammerhead _had_ been satisfying.

“I’m sure we could find some time after my speech,” he answered. “But first, allow me to buy you a drink.”

The bartender set a cocktail in front of Felicia and smiled, and she raised her eyebrow at her target. "You'll need to move quicker than that if you want to beat me to it."

He stared at her for an extra beat, squinting, "Wait — don't I know you from somewhere?"

"Not that I'm aware of."

He snapped his fingers, "No, I've got it. You're with that reporter, right? The one who exposed Osborn's experiments?"

"You got it," Felicia answered, feeding him the fake name she'd used during Mary Jane's investigation.

They chatted for a few minutes, and she found all the ways to stroke his fragile ego. By the end of their conversation, he was asking for her number, and she smiled coyly as she gave him the number to her favorite Szechuan takeout spot in Flushing.

When he pulled out his wallet to pay for another drink, Felicia slipped her hand behind his back and dropped the device in his pocket, right where he'd put his phone.

"Call me before ten or I won't answer," she said, turning to leave.

"Leaving so soon?" he asked, reaching out and grabbing her arm. "Stay and drink with me, the party can do without us for a moment. I've got a bottle of the good stuff backstage. Why don't you come with me? I'll give you an exclusive interview."

Felicia stared at the hand on her arm, imagining the sounds his fingers would make if she bent them past the point of breaking, and allowed that to still her rage. For the moment. She might learn something useful for their investigation. "Sure," she smiled, finishing her drink, "just lead the way."

They made their way backstage, the Commissioner nodding at the various officers stationed throughout the building. Felicia didn't like the looks they were giving her, but if she turned back now, she would tip her hand, and that was something she simply would not do.

Once they made it backstage, Felicia stopped in the doorway, looking at the two burly guards positioned on either side. "I didn't know we'd have an audience. What's with the muscle?"

"Turns out I've had a little security problem lately, but I'm sure you already knew that. Isn't that right, Ms. Hardy?" The commissioner strode toward her, pulled out his gun — an old snub nose .38 — and leveled it at her forehead. "You think I'm going to let some rich bitch 'security consultant' walk into _my_ fundraiser and poach _my_ clients? I've had my eye on you, and you don’t impress me, so let's get one thing straight. This fucking city is _mine._ "

"Afraid of a little competition?" she asked, eyes trained on the gun. He couldn't shoot her without the guests hearing it, but that wouldn't stop him from pulling the trigger, and there was no telling what a man like him would do when challenged. She would need to move fast.

"Afraid? Of you?" He laughed, turning toward one of the guards, assured of his power. Felicia saw her opportunity and struck, punching him in the throat before knocking the gun from his hand.

He stumbled backwards and Felicia let her momentum carry her toward him, leveling a kick that came up just short, her heel slashing his face instead of connecting with his neck as she'd intended.

"Fucking kill her," the Commissioner shouted, bringing his hand to his face. It came away bloody, and he turned and ran from the room.

The guards scrambled for the gun, but Felicia was quicker, flinging her heels at them with her toes before dashing across the room. She grabbed the revolver and pistol whipped the first guard in the temple, following it with a knee to his side and groin.

The second guard made a grab for her hair, but she slipped from his grasp, tangling his legs and twisting to take him down and catch him in a bind. He flailed uselessly as she twisted his shoulder until it popped out of socket, then with a quick kick he was unconscious.

Felicia grabbed her shoes and purse, exiting through the fire door and setting off the building's alarm system. She used the grappling hook she'd hidden in her purse to scale the building to the roof, where she'd hidden her suit and the rest of her gear.

She changed out of her evening wear as sirens blared in the distance, speeding toward the Hilton and what she hoped was a ruined event. It hadn't exactly gone as planned, but Felicia had accomplished her task and escaped, and she had learned that the Commissioner was keeping tabs on her. It was a chilling thought that she was on his radar even now, when she was trying to go straight with her business. Still, he didn't know about her being the Black Cat, and she wasn’t going to give him a chance to find out.

After a moment's consideration, Felicia kept the Commissioner’s gun. _Another opportunity, just waiting to present itself,_ she thought, dropping it into her gear bag. And then she swung off into the night, leaving the gala behind her.

* * *

Yuri

_“Wraith — I planted the device, you should already have his data backing up,”_ said Felicia’s voice over the comm, and Yuri sighed with relief. At least tonight was going well.

“Good, now lie low until Spider-Man and I have finished our missions, then we’ll converge on the commissioner.”

 _“A bit too late for that,”_ Felicia laughed, _“but I’ll be ready. Cat out.”_

The link went silent, and Yuri shook her head. What had gotten out of hand at the gala? She supposed it didn’t matter now; what was done was done.

The door to the building marked ‘Security’ was locked, as Yuri had expected, but it was amenable to the extra pressure she could exert, thanks to her new Sable gauntlets. Despite the continued effects of Mysterio’s gas, she’d got a handle on the controls and was enjoying launching herself through the city with the jetpack, though she wasn’t ready to admit that to Spider or Cat. No wonder all the supers enjoyed the costume game, the power and freedom were addictive.

The room was silent as Yuri entered; a wall of old cathode-ray screens dominated the space, displaying the grounds of the Enhanced Threat Response storage site — including a few patrols that she had taken down on her way here. Had the guards charged outside to fight her instead of raising the alarm? Surely they’d seen her on the screens or heard the chatter on the comms, but as far as she could tell, there had been no signals or alarms.

Yuri sat behind the controls, turning down the volume of the now dead comms, their telltale static fading to a whisper. After a few minutes searching on the computer, which unfortunately resembled a large microfiche catalogue, she found the data she was looking for, and slid her own external drive — now a magnetic data tape — into the tape deck. The file transfer would take some time, but with the guards all down for the count, Yuri was in the clear.

She slipped her jetpack and gauntlets off, stretching her shoulders where the tightness from the added weight had settled in. She would definitely feel this little excursion in the morning. Too bad she’d never completed that yoga challenge like she'd promised herself — her back could really use the added flexibility now.

There was movement on one of the screens, and Yuri adjusted the controls to see who had arrived. Two ETR officers were unlocking the gate to the compound, heading straight for the entrance of the Security building.

 _Shit_.

They must have stepped out for a coffee, or a smoke break, so they didn’t know she’d breached the compound. Yuri wouldn’t be able to reach the gauntlets before they opened the door. Instead, she tapped at the controls to set the screens back the way she’d found them and slipped behind a set of weapons lockers before the door swung open.

"... anyway, then she said Animal House was 'misogynistic' or whatever, and I told her she obviously didn't know fuck all about good movies and she could get the hell out of my apartment."

"You threw her out before you guys fucked?"

"You know how they are when they get like that. She wasn't going to give it up."

"I can't believe you didn't get your dick wet because you're obsessed with Animal House, you dumb fuck. Plus, Old School is obviously better."

"Bullshit."

"No, you know what's bullshit? We're stuck on night shift like a couple of scrubs while Darrell and the rest of the boys get to go to the after party once that charity bullshit is over. Did you hear they got girls last year?"

"They do _every_ year. Think about it, who's going to stop us? We’re the cops."

"This damn shift is who," said the second one, wheeling his chair over to sit behind the screens, though he was still too focused on his coffee to notice anything amiss.

Yuri edged around the locker, worried that any sudden movements would draw their attention. She couldn't believe she was so stupid as to leave the gauntlets aside. She didn't even have a pistol on her. But each guard did.

"Hey, were you running a local data transfer? I thought they'd end our careers if they caught us doing that."

"What are you talking about? I didn't run anything."

_Shit._

The process wasn't complete yet, but she didn't like the idea of charging at them or trying to sprint for the gauntlets. Too much ground to cover where she'd be an easy shot.

If it were Spider-Man, he'd probably web them up, or crawl along the ceiling and sneak up to them. Black Cat would probably walk right up to them, put them off their guard until she had a claw at their throats.

That gave her an idea.

Yuri took a deep breath and stepped out from behind the weapons locker, doing her best to mimic what she'd seen of Felicia's movements. _God_ , she hated this — too bad they couldn't have switched places. Yuri would much rather be at the gala and sniping every shrimp cocktail that came out the kitchen.

"Oh, hey boys," she said, inwardly cringing at her attempt at a sultry voice — she was so fucked. "I hope you don't mind a little company."

The looks on their faces were pure surprise, and their hands hovered dangerously close to their holsters. Yuri slid a finger up to the top of her jacket, slowly beginning to unzip it.

"Who… what are you doing here?"

"The boss sent me, said he didn't want anyone in his favorite unit to miss the big night." Yuri finished shrugging out of her jacket and tossed it on the floor. The men's eyes followed it, and she knew they'd already forgotten the alert on their computer.

"What did I tell you, man! The Comish’ fucking does right by his guys. Damn, she doesn't even have any tattoos, I heard those girls are more expensive."

"I don't know, she's a bit old for my tastes."

"You serious right now? It's Animal House all over again — how do you not see that? You don't want to enjoy yourself? Fine, but don't ruin my night."

Yuri turned and walked toward the guard who was still standing, lightly putting her hand on his chest and pushing until he sat.

"Damn, I like that attitude. Show me what else you know, honey. Impress me."

Yuri reached for his belt buckle, and he eagerly leaned back, moving his hips toward her. She slipped her hand along his side, snatching his taser from its clip. His eyes went wide with shock as she swiftly pivoted, jamming it to his neck and pulling the trigger.

"Ah fuck!" shouted the other guard, reaching for his gun.

But Yuri was quicker, kicking his coffee into his face. The man screamed, and she took the opportunity to land a few punches, sending him toppling over his chair as the gun slipped from his grasp.

The man she'd tasered was slumped on the floor and groaning, and Yuri grabbed his gun, training it on the other guard and shooting out his knee as he tried to run for his weapon. He went down in a heap, colliding heavily with a wall as he screamed in pain.

There was a soft ding from behind Yuri, and the tape deck popped open. The transfer was now complete.

Yuri picked up her jacket and took the data tape, slipping it into her pocket. The tasered guard was moving around again, so she kicked him for good measure, walking out of the Security office with her Sable jetpack on.

In a moment she was clearing the rooftops, and then in another she was staring at the East River from above, following the coastline away from the Navy Yard. The wind rushed through her hair, sending tingles down her spine.

_God, how embarrassing._

She was not telling Black Cat or Spider-Man about that last part of her night — it's not like they needed all the details, so she could leave a few things out. She got the data, and that was the important thing. Though Yuri still felt a rush at knowing she'd been able to pull it off.

She tapped the comms at her ear, "I've got the data — Spider, it's your turn now."

* * *

Peter

Peter reached out and caught the drone as it finished circling the warehouse and came back to him, the little propellers whirring and whining as it strained to continue its path. He tapped a button hidden along the side of his web shooter and the drone settled on his wrist, the propeller blades losing their rigidity and wrapping around his forearm.

Once the drone had reconnected, Peter pulled up the sepia-toned video on his lens display and watched, zooming in on all the exchanges of money and contraband. There was clearly a deal going down, but with no identifying details, it would be hard to pin it on the cops that worked with ETR. If only he could get scans of the actual weapons, but they would notice the drone if he sent it any closer.

He leaned over the side of the warehouse, trying to use the zoom on his lenses to get closer, but the low light made it difficult to get a decent image. He was going to need to change tactics if he wanted to get the data for Yuri’s sting operation.

“Do you think I could slip down there and grab some weapons from the van?” he asked, tilting his head toward the sniper he’d webbed up beside him. The man tried to wriggle free again but soon gave up, offering only a noncommittal grunt in response.

“Yeah, I suppose you’re right, I’d need a pretty big distraction to get them out of view, but that would only put them on high alert.” Peter slipped along the edge of the roof, hoping there was something else he was missing, but there was little else around the warehouse. He tapped the comms that Yuri had given him and waited for her to answer.

_“Spider — do you have what you need?”_

“Not yet, I’ve got footage of the deal but it isn’t enough to tie them to the weapons coming out of evidence lockup. Any ideas?”

_“Isn’t this your area of expertise? See if you can get your hands on something, anything with a serial number. And do it quick, if they weren’t on to us before, they are now.”_

“Wait, what’s changed? Is Cat alright?”

 _“Don’t worry, she’s fine. Now get moving before the target slips the net. We’re running out of time.”_ And then the comm link went dead.

 _Sheesh_ , Peter thought, taking a deep breath.

Cat would probably know what to do — how would she play it? Maybe sabotage the van so they needed to move the merchandise out and then grab something when they weren’t looking? Catching the bad guy might be his forte, but stealing certainly wasn’t.

Below, it looked like the deal was wrapping up, and Peter knew he wouldn’t have another opportunity if he passed this one up. He counted to three and leapt off the building, tossing web grenades around the group and firing with his web shooters. Two goons drew their guns, and Peter dodged, rapidly webbing them up before they hit him with a shot.

“Wow, I expected better from a bunch of dirty cops and professional criminals. Shouldn’t you guys have backup?” Peter cracked, throwing out a web line to snag the keys from the van's driver.

As if in answer, the warehouse door burst open, and a group of officers decked out in ETR riot gear sprinted out, opening fire as Peter dove behind a large pylon. Chips of stone showered around him as bullets ricocheted off the asphalt and concrete supports, and Peter silently berated himself for forgetting to check _inside_ the warehouse for more goons.

He could probably swing out of there without being shot, but he still didn’t have the evidence he needed for Yuri’s case. The van was only about thirty feet away, but he doubted he could unlock the back, grab a few guns, and then swing away without being shot two dozen times. Looking at the keys in his hand, Peter had a better idea.

Tossing his last web grenade out from his hiding spot, Peter sprinted for the van, webbing the driver’s side door to open it as he ran. The door snapped off, and Peter was forced to slide under it as the webbing whipped it back toward him, but in a moment he was inside the van and jamming the keys in the ignition.

“Come on, baby, don’t fail me now,” he whispered, almost killing the engine as he tried to start the van. After what felt like an eternity, the engine growled to life and Peter slammed it into drive, tearing out of the warehouse grounds and out into the street.

He took a quick look to make sure he’d grabbed the right van, and he jumped the curb, sending the back fishtailing across the lanes and nearly into oncoming traffic. Well, at least the weapons and drugs were there — plus about two dozen bullet holes that had riddled van's sides and back door.

"Wraith — I've, uh, got the evidence you need. Might be coming in a little hot, I had to take the whole van to get it."

There was a pause on the other side of the line, and he could hear Yuri sigh. _"That's… you know what? It's fine. I can work with that. Good job, Spider. I'm going to send you the location of the Commissioner's field office, it's not far from where you are now. Meet us there and keep that van out of sight."_

Peter followed the directions Yuri gave him, keeping off of major roads and highways. When he finally pulled the van around back and eased it to a stop, he was feeling much better. Resolute. He'd done what he needed to do, which was to keep the streets safe, and right now that meant _from_ the police.

* * *

"Alright, we'll kick in the door at the count of three — one, two…"

Yuri stepped forward and punched the door in with her gauntlets, the lock and hinges snapping in an instant. Peter stared at her for a moment before shaking his head.

"What?"

"Enjoying your new gear?" he asked.

"Shut up, Spider-Man. I let you have Spider Cop for tonight, just let me have this." Yuri slipped inside the building, keeping her flashlight trained ahead as she watched for signs of movement.

Felicia went inside next, holding an old police revolver, and winked at Peter from behind the solid white mask.

They found the lights and switched them on, and naked bulbs flickered to life along the rafters. Desks and massive sorting bins lined the floor, covered in contraband, and Peter was certain that they'd finally found the base of operations.

Yuri led them down a hallway and up the stairs, where they found another locked door, this one leading to the Commissioner's office. Felicia stopped in front of them, extending a lone claw as she fiddled with the lock, twisting the handle open after only a moment of effort.

"Alright, let's see what we can find, and keep it quick, we’re running out of time," Yuri instructed.

Peter nodded and set about searching the room. There was something strange he couldn't quite focus on; a soft sound, like a sleeping heartbeat, whispering to him. He began circling the room and knocking on the walls, and the heartbeat pumped faster the closer he got. When the sound reached its loudest point, he found the hollow spot in the wall, picking out the edge of a hidden door nearly flush with the paneling.

"There's someone back here," he said, signaling to Yuri and Felicia, "I'm going in."

He wrenched the door open as Yuri shined her light inside, and Peter nearly gasped in surprise. There was a small hidden room, padded with soundproofing, and a man bound and gagged inside. As the man turned and blinked toward the light, Peter realized who it was — the Commissioner.

"Wow, I honestly didn't see that coming," said Felicia, eyebrows arched in surprise. "I saw him less than an hour ago, at the gala."

Peter reached in and pulled the Commissioner out. He was in bad shape, and he snapped his eyes closed as they brought him into the light. It looked like he'd been someone's prisoner, and for a lot longer than an hour.

“Wait, his face isn't cut… I know I got him, I saw the blood!” Felicia reached out and pulled the tape from the man's mouth. “Who are you?”

Peter hissed as the man's eyes bulged in shock, and he spluttered for a moment as he tried to get his breathing under control.

"Where is he? Which one of you is him?" snapped the Commissioner, his eyes wild as he swung his head toward each of them.

"Which one of us is who?" Yuri asked. "Are you the Commissioner of the NYPD?"

The man nodded at her eagerly, trying to speak but coughing in his haste.

"If you're the Commissioner, who did I just speak to at the Police Foundation Gala?"

He finally seemed to find his voice, staring at Felicia with frightened eyes, "He didn't touch you, did he? You shouldn't let him touch you, that's all he needs… one brief touch…"

Felicia looked to Peter briefly, her fingers lingering over her arm. "What happens if he touches you?"

"He'll wear your face, he'll take your identity, your life! He'll become you. He's lived my life for weeks now," the man said, falling into hacking coughs again.

“What's his name?” Peter asked, wracking his brain for anyone he's come across with that ability, but no one came to mind. “Who is he?”

"He calls himself…" started the Commissioner, and then all the lights in the building flickered and died. Peter reached for the wall switch and flicked it, but nothing happened.

"Too late. He's here," groaned the Commissioner.

"Who? Who’s here?" snapped Yuri.

"He calls himself… the Chameleon."


	4. You Can't Get Away With Murder

**Notes for the Chapter:**

> So 2 important things of note here: 1) I added another chapter and 2) I increased the rating to Explicit. I expect most people who are reading this have already read pt 1 of the series, so the increase to Explicit shouldn't be a problem there. But just in case, I split off the smut section into Ch5, so if you'd like to avoid it, you can do so very easily.

Peter

Peter clung to the storage room ceiling at the edge of the building complex, scanning between the shelves and listening for movement, but all was silent. He'd cleared every room and hallway and closet from here to the Commissioner's office and still nothing — if the Chameleon was in the building, he wasn't on this side. Hopefully Yuri and Felicia were having more luck.

His Spider-Sense tingled with a low buzz, warning him of danger lurking nearby — or maybe lots of danger, but further away? Sometimes it was hard to tell, especially when he didn’t have a clear enemy.

Following that train of thought, Peter remembered the kill squad that ambushed them in the evidence locker only twenty-four hours prior — what if this was another setup? What if the Chameleon was outside with backup, waiting to ambush them the moment they left the facility?

He should slip outside and check the perimeter. He was the best suited for it -- he could go unnoticed, and if he got shot, he'd heal the fastest. But if he was wrong, wasn't he leaving Yuri and Felicia to fend for themselves in the dark?

His feeling of unease continued to grow, and Peter nearly missed the sound of echoing footsteps from down the hall.

After a moment, Felicia came through the door with her gun drawn, and Peter sighed with relief.

“This area’s all clear,” he said, dropping to the floor in front of her. She instinctively swung the barrel of her pistol to level at him, but Peter pushed it aside without a second thought. “Have you seen anything?”

“Not yet, but I’m going to make another sweep,” she said, eyes wary as she lowered her gun. Something must have her worried, too. “Any bright ideas?”

“Maybe he cut the power from the outside? I could do a quick perimeter check, make sure this isn’t a trap, but maybe it's a mistake to split up?”

“We have him outnumbered, we just need to flush him out,” Felicia reminded him. “Do the perimeter check, we don’t want any more surprises. I’ve got this.”

“You’ve got this,” Peter echoed, trying to calm his nerves. Both Felicia and Yuri knew how to handle themselves, and if there was an ambush, they needed to know. He could trust them to deal with the Chameleon until then.

Peter slipped out of the building and crawled to the roof, taking care to listen for the sounds of radio chatter or boots marching on the gravel walkway. The building complex wasn’t so large that he couldn’t cover it in a few minutes of swinging, but he still felt exposed against the low skyline as he circled the complex.

He was nearly done when the Commissioner’s warning about not letting the Chameleon touch them came back to mind, and he remembered Felicia had been the one to ask why.

Did that mean that the Chameleon had already touched Felicia at the Gala? Had it been Felicia who he’d spoken with earlier, or the Chameleon?

The sound of gunfire erupted from the building complex, and Peter immediately reversed course, heading for the entrance at breakneck speed.

He'd fallen for the trap like a fool. If anything happened — if anyone got hurt — that was on him.

_Hold on,_ he thought, blood pounding in his ears as he yanked himself through the sky, _I'm coming._

* * *

Yuri

Yuri kept her flashlight off and in her back pocket, preferring to let her eyes adjust to the low light. She might miss something without the light on, sure, but she’d rather not telegraph to the Chameleon when she was about to walk around a corner.

There was a blur of movement in the next room and Yuri took position behind a desk, leveling her gauntlets at the door. Felicia poked her head around the corner, sweeping her own flashlight into the corners of the room before entering, gun drawn. When had she found a flashlight?

“Oh, it’s you,” she said, lowering her weapon once she saw Yuri. “I just finished my loop. Haven't found anything yet. I think the power just died. Old building — maybe it blew a fuse, or they didn’t pay their bills. Let’s just take the Commissioner and get out of here.”

Yuri watched her, remembering what the Commissioner had said about the Chameleon: he could look like anyone, and all it took was a single touch. Based on what Felicia had said about the Gala, Yuri was almost certain that the Chameleon had touched her, which meant that she was potentially speaking to the Chameleon right now.

Yuri lowered her gauntlets, keeping her finger on the trigger. No reason to play her hand just yet.

“You might be right,” she conceded. “Probably a short circuit or something. I haven’t seen anything either, but I thought I heard something from down that hallway. You take the lead with your flashlight, I’ll cover you.”

“Oh, but you’re the better shot. Take the light and I’ll cover,” Felicia protested. If it even was Felicia.

Yuri raised her gauntlets, flashing the barrels. “Can’t hold a flashlight with these and still shoot. You go ahead,” she said, careful to leave Felicia in her sights. She didn’t seem pleased about that but didn’t protest, stalking down the hallway silently with her gun drawn.

When they reached the far end of the hall, Felicia sprinted ahead, calling that she heard something.

“Fuck,” Yuri muttered, rushing to the far end as she tried to catch up. It could be a trap -- it probably _was_ a trap, but if that was the Chameleon, she couldn’t give him an advantage. Yuri crouched just inside the room, watching for movement.

“Clear,” said Felicia, reaching her hand out to lower Yuri’s gauntlet, her fingers grazing the flesh of Yuri's hand.

“Did you just fucking touch me?” Yuri snapped, squaring off.

“Not on purpose, I was just…”

“Bullshit!” Yuri shouted, taking a swing at Felicia. Chameleon or not, she slipped just out of reach, but Yuri wouldn’t stop until she got answers.

She swung again, this time landing a solid punch just as Felicia raised her gun, and the gauntlet sent her sprawling to the floor. Yuri narrowly missed with a second swing, taking a chunk out of the wall, but her momentum carried her forward and into position, pinning Felicia. Yuri shoved her elbow into Felicia’s throat, using her free arm to knock the gun away.

As the gun clattered to the floor, Felicia looked into Yuri’s eyes and smiled, her face melting and contorting as it morphed into someone new. The shock of the transformation put Yuri off balance, and the Chameleon shoved her away.

“Would you really shoot me? Would you really leave me to die, boss?” asked the Chameleon, his face now morphing to match her old contact on the force, Perez, who she thought had sold her out. And then, all the pieces fell into place.

“It was you! You fucking betrayed me!” she shouted, gauntlets aiming for his face. “What did you do with Perez, huh? Where is he?”

“Okay, okay, easy now, I’ll tell you,” said the Chameleon. Even his mannerisms matching Sgt. Perez’s when he spoke. Yuri thought she might be sick.

“Then you’d better start talking!” she threatened, watching as he backed away toward the door — and the fallen pistol.

“He’s rotting at the bottom of Jamaica Bay!” laughed the Chameleon, his face distorting and decaying in rapid succession until it hardly resembled Perez at all. He dove for the gun, taking advantage of her distraction, and spun, emptying the clip at Yuri.

The bullets ricocheted off her right gauntlet as she raised it defensively, sending shock waves down her arm. The Chameleon scrambled to his feet and ran for the door as Yuri stumbled backwards, but she unleashed a full clip with her left gauntlet, nearly tearing the door off its hinges. She caught him with a glancing shot, a flash of red visible in the muzzle-fire.

She looked at the dented barrel and shattered firing mechanism on her right gauntlet and tapped experimentally at the trigger, but nothing happened.

_Shit._

Even her left gauntlet was useless now that she’d emptied her clip. Still, it was better than being shot, and she’d tagged the Chameleon, even if the bullet only grazed him. There was more ammunition in the van outside, but that was her evidence, and she couldn’t leave Spider-Man and the Black Cat to handle this alone.

She ripped off the broken gauntlet and threw it to the ground, grabbing the flashlight that the Chameleon had dropped. She’d stay back and follow the trail of blood, catching him from behind when he wasn’t looking.

No one came after her crew and got away with it.

* * *

Felicia

Felicia slipped through the doorway, keeping the hammer of the Commissioner’s old revolver cocked back. She could hear heavy breathing in the room ahead, and from the dim outline it looked like it was Yuri, but she knew better than to trust that after what she’d heard about the Chameleon.

There had been a burst of gunfire from this section of the complex a few minutes ago. Had that been from Yuri firing at the Chameleon? Or the other way around? And where was Peter?

Ahead, Yuri turned, freezing when she saw Felicia.

“I’ve been looking for you,” she said, and Felicia noted she was not wearing Yuri’s gauntlets. A gunshot wound to her shoulder bled freely, and she hurried to patch it, trying to wrap a strip of torn cloth tightly around her arm. She appeared to be unarmed.

“Have you seen Spider-Man?” Felicia asked, watching Yuri — or maybe Chameleon — for any sudden movement.

“I did a sweep at the other end of the building and saw the Commissioner run for it. I fired a few warning shots, but he returned fire and escaped. Spider-Man pursued, he should be webbing him up now.”

“I thought I heard gunfire,” Felicia said, lowering her gun but keeping up her guard. If this was the Chameleon, it would be better if he thought he’d fooled her. “We should check on the Commissioner — it might have been the Chameleon that escaped instead. I’ll take point.”

Felicia walked past Yuri, giving her a wide enough berth so she was sure she could avoid any attacks. Yuri followed behind her and Felicia kept her breathing under control, waiting for the moment to strike.

There was the faintest whisper of a knife being drawn from behind her, and Felicia pivoted, spinning and kicking behind her. She caught Yuri’s wrist as she swung with a knife, knocking the blade from her grasp.

So, it _was_ the Chameleon, as she’d expected.

Felicia followed her momentum and struck the Chameleon hard in the chest, sending him skidding across the floor.

“You figured it out? Spider wasn’t clever enough,” the Chameleon laughed, cycling out of Yuri’s appearance and into Felicia’s. “You wouldn’t shoot yourself, now would you?”

Felicia fired, but the Chameleon dodged past, leveling a kick that knocked the gun from her hand. It slid across the floor and out of reach, and Felicia stepped back into a defensive stance, blocking the next two blows from the Chameleon.

He was fast now that he’d changed into her, and they quickly stepped into a lethal dance as they raced against the other’s attacks. Felicia cut him with her claws, and he slowly retreated, trying his best to fend off her blows, but she was better. She nearly had him against the wall when Yuri burst through the door moments later.

The Chameleon slipped a blow past Felicia’s defenses and she rolled with the hit, putting some distance between them. Felicia wouldn’t give him another opening like that.

“Shoot it!” shouted the Chameleon, pointing at Felicia. Yuri picked up the Commissioner’s revolver and stood, leveling it toward Felicia, eyes wary.

“I’m the real deal, honey,” Felicia said, watching Yuri. She nodded and swung the gun back toward the Chameleon.

“No! You’ve got it all wrong!” he shouted, but Yuri fired anyway, hitting him square in the chest.

The Chameleon went down, his appearance flickering between Felicia’s and Yuri’s and the Commissioner’s before settling on some other man she’d never seen before, his eyes wide with shock as he clutched at his wound.

“That’s for Perez, you piece of shit,” spat Yuri, pocketing the revolver.

“Thanks for the assist,” Felicia said, breathing a sigh of relief. With the Chameleon down and the Commissioner tied up upstairs, this operation would fold and the threat to her and Peter would disappear. Wally was safe.

“How did you know it wasn’t me?” Felicia asked, watching Yuri.

“I tagged him in the arm earlier, but you move differently, too. He wasn’t as graceful.”

Yuri scratched at the back of her neck, staring at the man before her. “He was too dangerous to let live,” she said, more to herself than Felicia.

“Hey, no arguments from me.”

Peter chose that time to return, skidding into the room with his web shooters ready to fire. He looked at the body before him, his shoulders drooping a little when he realized that he’d been too late. That was Peter, alright.

“I was too slow,” he said, his gaze focused on the pool of blood slowly spreading across the floor.

“We still have the Commissioner,” Yuri reminded him. “It’s time to get some answers.”

* * *

Peter

"What are you going to do with him?" Peter asked, staring at the Commissioner as he lay unconscious on the gravel parking lot. Yuri had knocked him out cold with a blow from her gauntlet when he'd protested being taken in.

"I'm going to drop him on the DA's balcony with a copy of my drive taped to his forehead and an 'Arrest Me' sign on his chest. It will be up to her what she does with him, but I've got backups if they try to bury it." Yuri tested her jetpack experimentally, hovering for a moment before lifting the Commissioner into a fireman's carry.

"Are you thinking of going back to the force? I bet you could do a lot of good, and they'll need new leadership."

Yuri laughed at that and shook her head. "No, I'm done with being a part of a broken system. As Wraith, I can serve justice on my own terms to whoever deserves it. Isn't that why you became Spider-Man?"

"Well…" Peter began.

"With great power comes great responsibility, isn't that what you always say, babe?" Felicia said, and he rolled his eyes at her from being the mask.

"That doesn't mean, 'If I can, I should', it's more complicated than that," Peter hurried to say.

"Of course it's more complicated," Yuri said, "but if the people in authority aren't bringing justice, then leaving it to them only perpetuates the system. Sure, you're stopping crime, but what happens to that life when they're pushed into prison just to fill labor quotas? Ask yourself, is Spider-Man reducing crime? Or are the bad guys just getting worse to keep up with him?"

"I…" Peter began, but he didn't know what to say. If Yuri was right, he’d been sending people behind bars and right where the Commissioner wanted them. Was he playing into their hand, another tool of the faceless machine?

"I let the small-timers go sometimes, when they aren't hurting anyone and if they promise not to do it again…" he hedged, but the tightness in his chest made it hard to speak.

"Do you think he did?" Yuri asked, gesturing to the Commissioner, "And how about his cronies? No, things need to change, and I'm done with waiting on the sidelines and hoping it will happen all on its own. It’s time for action."

"Yuri…"

"No, it's Wraith now. Goodbye, Spider-Man, I hope you'll think about what I said. And Cat -- thank you."

With that, Yuri shot into the air, her jetpack leaving a scent of ozone and an arc of burning light. Peter sighed and scratched at the back of his neck, feeling uncomfortable.

Had Yuri been right? Had he been ignoring the consequences of his actions, justifying them by telling himself it was the right thing to do? If he never followed up or took the time to understand, wasn’t he just taking the easy way out?

He wished he could talk to Uncle Ben about it, or Aunt May, but he was only left with the memory of who they were, a difficult light to guide himself by. He could imagine Ben telling him he couldn't take anything for granted — if great power meant great responsibility, that responsibility extended to the effect he had on people's lives, good or bad.

Not that he thought he was doing actively bad things — so much of being Spider-Man was about saving people instead of hunting criminals, and when he tried to reduce people's pain, he knew he was going in the right direction. Still, he should talk to Miles about it. And Felicia.

"So, lover, where to next?"

Peter shrugged, "Home, I guess? Maybe sleep off the rest of the gas — the lights are finally starting to look normal again."

Felicia hesitated, reaching her hand up to stroke Peter's jawline. "We could do that… or we could enjoy ourselves while it lasts. Find a cozy spot on a rooftop and watch the sunrise, for old times' sake."

"When did we ever just watch the sunrise? If I remember correctly, we always ended up…" Peter started before he caught the hungry look in Felicia's eyes. He knew _that_ look.

"Never heard you complaining. Don't you think a good deed deserves a reward?" Felicia traced her hand down his arm, giving his bicep a squeeze. "And we did _several_ good deeds tonight."

"Of course, you need positive reinforcement," Peter answered, grabbing Felicia by her waist and holding her against him. And then they were swinging through the air, Felicia's legs wrapped around him as she laughed in his ear, whispering what she wanted him to do to her.

**Notes for the Chapter:**

> If you're interested in the smut that follows, turn to Chapter 5! If not, your story ends here. Thanks for reading!


	5. The Velvet Touch

Peter

Peter took her to the rooftop of the San Remo building overlooking Central Park, his hands running over her skin as she slipped from her suit. The sun was just peaking above the horizon as Felicia pressed herself back into him, his fingers digging into the flesh at her hips as he chased the high of being with her.

It was too early for anyone to see, he reasoned, and honestly he couldn't bring himself to care if he was wrong. There was something about the effects of Mysterio's gas that made the coming dawn feel surreal, untethered from reality, like he wasn't accountable for what he did in a moment like this.

“Is that how you like it, Felicia? Me taking charge?” Peter whispered in her ear, the syllables blending into grunts as they moved together.

“God, yes,” Felicia moaned loudly, rolling her hips against him, and Peter ignored the impulse to ask her to be quiet.

He took Felicia's wrists and pinned them behind her back, holding them in place while he gripped her shoulder for leverage. He felt drunk with her presence, lost in the rush of blood in his ears and the way his heart sang that familiar tune of hope.

Felicia always made him feel this way, but that little voice of doubt inside Peter whispered it was just like old times — right before she would get bored with him and move on, slipping out of his life like a shadow and leaving him to pick up the pieces, alone.

“Fuck, Peter, yes,” Felicia said, meeting his thrusts with her hips, “do what you want with me.”

He slowed his pace, dragging himself in and out of her as he wrapped an arm around her chest. Peter leaned forward and trailed kisses down her back, his movements languorous as Felicia whined for more.

"Don't be a tease, Parker," she groaned, her hand clenching his wrist as she shook in his arms. "Fuck me, please, I can't take it anymore…"

Peter sank himself into her, holding her tight against himself as he thrusted faster. Felicia grabbed the railing at the edge of the building, lifting her hips _just so_ , and Peter nearly shivered with the feeling of her, slick and warm as she clenched around him.

"Does that feel good?" he asked, reaching his hand around to touch her, his fingers grazing her clit. "Do you like that?"

"Wreck me, Peter, I want to feel you finish inside me," she moaned, her voice ragged with need.

Hearing her talk to him like that — and calling him Peter — sent him tumbling over the edge, his thoughts lost in the throes of passion, mind blissfully empty as he spilled himself inside of her.

“Mhmm,” Felicia sighed, leaning heavily against the railing as she glanced back at Peter, her eyes squinting against the rays of sunlight that crested the rooftops. She slipped her hand between her legs as Peter pulled out of her, swiping her fingers along her folds before sucking them clean.

Peter shuddered, feeling himself throb painfully at the sight of her. What chance did he stand against _that_?

Afterwards, they dressed in silence, and Peter tried and failed to push the doubts away. Would history repeat itself with Felicia? How long until she moved on again?

He chose not to believe it. Ever since she’d come back into his life, he’d spent his idle moments cycling through all the reasons this time would be different, why this time would stick. Felicia wanted him in her and Walter’s life, and at the end of the day, wasn’t that what he’d been looking for all along?

“I’m going to head back to mom’s and pick up Wally,” Felicia said, stepping close to him and draping her arms around his neck. The sudden ordinariness of her words and gestures, especially after what they just did, filled him with a comforting warmth.

Maybe he was overthinking it — it wouldn’t be the first time. It didn’t make sense to compare his time with Felicia to his time with Mary Jane. They were different people with different desires and personalities. What he read into Felicia’s actions probably said more about him than it did about her.

Felicia went to her tiptoes and pressed her lips against his, the kiss turning from chaste to passionate as Peter wrapped his arms around her, letting his doubts fall away in the rush of being with her.

“Can I see you again soon?” he asked, hating the desperate way the words sounded to his ears.

“Of course,” she smiled, running her hand against his jaw. “But after I get some sleep. Cook me dinner tonight?”

"Yeah, okay," Peter answered, watching her body as she turned and mounted the guardrail, her balance impeccable. "And Wally, too?"

She crouched back down to his eye level, running her fingers through his hair, voice soft, "Yeah, Wally too."

And then she was gone, dropping off the side of the building and swinging along Central Park West, twirling slowly as she mimed blowing him a kiss. In a moment she was out of sight, weaving among the building's with practiced ease.

Peter sighed, slipping his mask back on before hopping off the building himself. Things were different this time, he was sure of it, though he'd been sure about a lot of things in the past that didn't play out like he'd expected.

Peter lived by his heart, maybe too carelessly like Aunt May had said, but that's who he was, and it was his heart to give.

So he kept it open and hoped, letting his momentum carry him through the pendulum swing and trusting what he learned as Spider-Man a long time ago: once he'd reached the bottom, the only way to go was up.

And soon enough, he was soaring.

**Author's Note:**

> This multi-chapter adventure is complete, but there is more to the series, so subscribe to 'Satisfaction Brought The Cat Back' to get automatic updates!
> 
> Come yell at me over on [ The Tumblr Hellscape ](https://justmattycakes.tumblr.com/)


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